Registration

This ONLINE SERVICES Client Contract (the "Agreement") constitutes a legally binding agreement between the American Society of Ophthalmic Administrators ("OOSS") and You ("You" or "Your"). BY CLICKING THE 'I ACCEPT' BUTTON below, You are agreeing that the terms and conditions of this Agreement, including any changes to this Agreement that OOSS may make in its sole discretion in the future, shall govern Your use of the particular OOSS website for which You are registering and any servers, computers, or networks used to provide such website (collectively, the "OOSS Services"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING THAT YOU 'DECLINE' MUST BE SELECTED AND YOU MAY NOT ACCESS OR USE ANY PART OF THE OOSS SERVICES.

1. License.
1. License Grant. Subject to the terms and provisions of this Agreement, OOSS grants to You a non-exclusive, limited, revocable, non-transferrable right and license, without right to sublicense, to access and use the OOSS Services, including the Internet-based continuing education modules and related materials provided via the OOSS Services solely to (i) access and receive the continuing education training materials made available via the OOSS Services ("OOSS Training Materials"); (ii) use the OOSS Services or any other materials or content made available via the OOSS Services ("OOSS Content," and together with the OOSS Training Materials, the "OOSS Materials") for Your internal business purposes; as is reasonably necessary for You to accomplish Your internal purposes. OOSS shall have no obligation to modify, amend, provide supplements to, or otherwise to update the OOSS Materials. OOSS MAY REVOKE ANY OF THE FOREGOING RIGHTS, AS WELL AS ANY MEMBER ACCOUNTS, PASSWORDS, AND/OR ACCESS TO, OR FEATURES OR FUNCTIONS OF, THE OOSS SERVICES AN/OR OOSS MATERIALS AT ANY TIME AND WITHOUT PRIOR NOTICE.
2. License Restrictions. You may not resell, broker, transfer, or otherwise make the OOSS Services and/or any OOSS Materials available to any third parties, except to Your Representatives for Your own internal business purposes or, with respect to OOSS Training Materials, to required third parties as are necessary in order for you to receive the applicable continuing professional education credits. You shall not, at any time: (i) use the OOSS Services or any OOSS Materials for the purpose of creating product(s) that compete with the OOSS Services or in the operation of a service bureau; (ii) modify the OOSS Materials; (iii)create derivative works based on the OOSS Materials; (iv)use any OOSS trademark, logo, service mark or copyrighted material other than with the OOSS Materials; (v)assign, pledge, sublicense, or grant any rights in the OOSS Materials to any other person or entity; (vi)copy or otherwise reproduce all or part of the OOSS Materials except as permitted by this Agreement; (vii) use the OOSS Materials to train any person inside or outside Your practice or company except as expressly permitted in connection with the OOSS Training Materials; (viii) use the OOSS Services in whole or in part, for any purpose that is unlawful or prohibited by these Terms of Use, for any type of solicitation whatsoever, whether commercial or not, or for any commercial purpose, including the collection or harvesting of any personally identifiable information, including Registration Data from the OOSS Services or from OOSS's systems, networks, or servers, nor to use the communication systems provided by the Community, Website, or Software for any purpose; or (ix) use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses OOSS Services in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a convention on-line web browser. Notwithstanding the foregoing, OOSS grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. OOSS reserves the right to revoke these exceptions either generally or in specific cases.
2. Registration and FEES.
1. Registration. In order to use the OOSS Services, including the OOSS Materials, You will first have to create an account ("Member Account"). To create Your Member Account, You must provide true, accurate, current and specific registration information, including Your e-mail address, phone number, and physical address (collectively, the "Registration Data") and You agree to update the Registration Data to keep it current and maintain a valid email address at all times. You can stop receiving e-mail correspondence at any time by using the opt-out link contained at the bottom of all email messages we will send to You. For more information on how we may use Your Registration Data, please carefully read our Privacy Policy. As part of the registration process, You will select a user name and password for Your Member Account. You may not (i) select or use the name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a username that OOSS, in our sole discretion, deems inappropriate or offensive.
2. Fees. In consideration of Your membership, You agree to pay to OOSS the subscription fees for each OOSS Service for which You register ("Fees") in accordance with the OOSS Payment Policy set forth below. OOSS reserves the right to increase or otherwise modify the Fees from time to time.
3. Passwords. You must maintain the confidentiality of Your username and password. You are solely responsible for any and all use of Your Member Account, whether by You or any Representative using Your Member Account. You agree to immediately notify OOSS of any unauthorized use of Your Member Account or any other breach of security. Although OOSS will not be liable for Your losses caused by any unauthorized use of Your Member Account, You may be liable for the losses of OOSS or others due to such unauthorized use. OOSS is not responsible for and You waive any obligation of OOSS in connection with the verification or authentication of the identity of any Member who accesses the Service or any misuse of Your Registration Data, including any claims of identity theft. You may not access another Member's Member Account without permission or disclosing Your password to any third party or permitting any third party to access Your account.
3. Termination; INJUNCTIVE RELIEF. You agree and acknowledge that:
1. Termination. OOSS, in its sole discretion, may terminate Your Member Account(s) if OOSS suspects or has reason to believe and/or if a Person otherwise claims that You have been involved with any of the following:
1. Illegal activity, including any activity which violates any federal, state, local or foreign constitution, treaty, law, statute, ordinance, rule, code, regulation, interpretation, directive, policy, order, writ, decree, injunction, judgment, opinion, ruling, decision, permit, license, registration and other operating authorizations, or any other requirement of, any federal, state, local or foreign government, legislature, governmental or administrative agency or commission, any self-regulatory association or authority, any court or other tribunal of competent jurisdiction, or any other municipality, governmental authority or instrumentality or quasi-governmental entity or authority, whether currently in effect or hereafter enacted or amended ("Law");
2. Violation or infringement of any Person's rights, including without limitation, any IP Rights;
3. A breach of any term of this Agreement, including, without limitation, any representation, warranty or covenant made by You in this Agreement; and
4. Otherwise violating OOSS's rules or policies or interfering with OOSS's business. If You breach any provision of this Agreement, the Limited License shall terminate immediately.
2. Injunctive Relief. You agree and acknowledge that if You breach Section 1 of this Agreement, OOSS may have no adequate remedy at law and will suffer irreparable harm as a result of such a breach and will therefore be entitled to injunctive relief restraining You from doing any act in violation of Section 1 without the obligation of posting a bond, cash, or otherwise.
3. Effects of Termination. Upon such termination, You agree to immediately cease all use of the OOSS Services and OOSS Materials. The provisions of this Section, in addition to any provisions, which by their nature, are intended to survive, shall survive the termination of this Agreement.
4. OOSS's IP Rights.
1. You shall not use OOSS's name, trademarks, service marks or any other IP Right of OOSS in any manner whatsoever to suggest association or affiliation with or endorsement by OOSS without the express prior written consent of OOSS, which OOSS may withhold at its sole discretion, including, without limitation: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text; or (iii) as a sub domain or second or third level domain name identifier.
2. OOSS retains all right, title and interest in and to the OOSS Materials and OOSS Services, including, without limitation, all of OOSS's right, title, and interest under and to all trademarks and copyrights, know-how, trade secrets, curricula, text books, reference material, tests, online course material and programming, computer programs, sound files, technology, software, techniques, methods, ideas, and processes incorporated into or delivered via the OOSS Services or as part of or in connection with the OOSS Training Materials and all other intellectual property rights, whether delivered via CD-ROM, Internet download, or other media, relating to the OOSS Service and the OOSS Training Materials and all future modifications, refinements, and improvements thereto, and any divisions, reissues, continuations in part, and extensions of the foregoing now or hereafter owned by OOSS or under which OOSS now has the rights. You hereby assign to OOSS all right, title and interest You may be deemed to have therein. All rights not specifically granted to You under this Agreement are expressly reserved by OOSS.
5. Confidentiality & Non-Disclosure Obligations.
1. In connection with this Agreement, OOSS may disclose to You and/or You may otherwise receive or have access to sensitive, confidential, and/or proprietary information of OOSS, including, without limitation business and technical information of OOSS, the OOSS Training Materials, and the content, presentation, and integration of the OOSS Services (collectively, "Confidential Information"). Except as permitted by this Agreement, You shall not disclose the Confidential Information to any person.
2. OOSS does not invite and cannot accept any ideas or information You consider to be confidential and/or proprietary. Except with respect to Your personally identifiable information (as expressly provided for in the "OOSS Privacy Policy"), any suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to OOSS, or otherwise in connection with the OOSS Services, (collectively, the "Submissions"), shall be deemed to be non-confidential and non-proprietary and OOSS shall have no obligation of any kind with respect to such Submissions, unless otherwise expressly agreed to in a writing executed and delivered by You and a duly authorized officer of OOSS. You hereby grant to OOSS and its licensees a worldwide, perpetual, non-exclusive, fully-paid up, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, and perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose the Submissions for any purpose and in all forms and all media whether now known or to become known in the future. OOSS shall have no obligation to compensate You for any such Submissions in any manner. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to OOSS with respect to Your Submissions; (b) Your Submissions and any use thereof by OOSS will not infringe or violate the rights of any person; and (c) Your Submissions will not contain any unlawful, threatening, abusive, false, libelous, defamatory, obscene, pornographic, profane, or otherwise infringing or objectionable content or material of any kind. You are and shall remain solely responsible for the content of any Submissions You make and acknowledge that OOSS is under no obligation to respond to or use any Submission You may provide.
6. MATERIALS DISCLAIMERS AND Required Permits. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with the legal operation of Your practice business. OOSS DISCLAIMS, ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL OOSS MATERIALS INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE, WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING, and OOSS does not warrant or guarantee any particular outcome AS A RESULT OF use of the OOSS Materials. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT ANY FORMS, TEMPLATES, OR OTHER DOCUMENTS PROVIDED VIA THE OOSS WEBSITE ARE PROVIDED as GENERALIZED samples only, on an "AS IS" AND "WHERE IS" BASIS INTENDED TO PROVIDE EXAMPLES OF COMMON, GENERAL PRACTICES WITHIN CERTAIN INDUSTRIES. THAT OOSS IS NOT A LICENSED ATTORNEY NOR DOES OOSS HOLD ITSELF OUT AS OFFERING ANY FORM OF LEGAL ADVICE. NO FORM OR TEMPLATE PROVIDED BY THE OOSS SERVICES IS INTENDED TO TAKE THE PLACE OF OR SUBSTITUTE FOR INDEPENDENT LEGAL ADVICE. IF YOU CHOOSE TO USE ANY FORMS PROVIDED BY OOSS, YOU AGREE THAT YOU DO SO SOLELY AT YOUR OWN RISK AND WITHOUT RELIANCE UPON ANY CLAIM MADE BY OOSS. WE STRONGLY RECOMMEND THAT YOU REVIEW ANY SPECIFIC LEGAL ISSUE OR NEED YOUR BUSINESS MAY HAVE WITH A LICENSED ATTORNEY. OOSS RESERVES THE RIGHT TO DEACTIVATE OR TERMINATE ANY FEATURE ON OR THROUGH THE OOSS SERVICES AT ANY TIME, AND OOSS SHALL HAVE NO RESPONSIBILITY OR LIABILITY IF ANY OOSS SERVICE FEATURE OR OOSS MATERIAL BECOMES INOPERABLE AT ANY TIME.
7. INTERACTIVE CONTENT. Certain features of the OOSS Services may allow You to post information, ask questions, provide feedback and comments, and otherwise interact with other Members, either through postings or by interacting in real-time. As a condition of Your being permitted to create a Member Account, You agree to abide by any and all rules that we publish in connection with the Community from time to time and at our sole discretion. In compliance with Section 512(c) of the Digital Millennium Copyright Act ("DMCA") and Section 230 of the Communications Decency Act, we reserve the right, but not the obligation, to conduct a limited review of all Member Content for the sole purpose of identifying and rejecting Member Content containing content which is (i) obscene, profane, pornographic, sexually explicit or otherwise objectionable, (ii) commercial in nature, (iii) libelous or defamatory with respect to OOSS or any third party, (iv) racially or ethnically or otherwise offensive or hateful to any particular group, (v) on its face, infringing of any third-party's proprietary rights, (vi) encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, including material that depicts child-pornography, acts of violence, drug use or otherwise illegal acts, and/or (vii) material that is clearly and uncontrovertibly unrelated to the subject matter and purpose of the Community or Website. We have no liability for any information, comment, remark or content made available in the Community by another Member. You acknowledge that all information, data, text, opinions, photographs, graphics, messages, or other materials opinions, statement, recommendation, offers, advice or other information presented or disseminated by other Members, are the sole responsibility their respective authors who are solely liable as the publisher thereof. We do not endorse, approve or otherwise assume any responsibility for any Member Content, including any advice or recommendation provided by a Member ("Member Content"). Under no circumstances will OOSS be liable in any way for any content provided by any member, including, but not limited to, for any errors or omissions in any Member Content or for any loss or damage of any kind incurred as a result of the use of any Member Content posted, transmitted or otherwise made available via the Community. You agree that You must evaluate and bear all risks associated with Your use of any Member Content, including any reliance on the accuracy, completeness, or usefulness of such Member Content. You acknowledge that You have no expectation of privacy with respect to any Member Comment You submit; if You post any personal information, You may receive unsolicited messages from other Members. OOSS reserves the right, but not the obligation, in its sole discretion, to refuse to post or remove any Member Content at any time for any reason. When You post Member Content on the OOSS Services, Your username may be visible to other Members and attached to the Member Content that You posted. Please be aware that if You post personal information online that is accessible to other Members, You may receive unsolicited messages from such Members. You represent and warrant that You own or have the necessary licenses, rights, consents, and permissions to use, copy, store, publish, display, and distribute any Member Content You post via the Website or Community or have the written consent, release, and permission of each and every identifiable individual person included in such Member Content to use their name or likeness. The functionality provided to You by Community and the Website is not an archive and we shall have no liability to You or any other person for loss, damage, or destruction to Your Member Content, Registration Data, or any other information submitted by You. You are solely responsible for preventing any loss or damage to and maintaining independent archival and backup copies of any Member Content You submit. By submitting Member Content to the Community, You grant, to OOSS, its affiliates and its and their and successor's and assigns, a worldwide, exclusive, royalty-free, sublicenseable, perpetual and transferable license to use, host, reproduce, distribute, combine with information provided by third-parties, prepare derivative works of, display, and perform the Member Content, alone, or as a part of other works, in any form, media, or technology, whether now known or hereafter developed. In submitting Member Content, You hereby grant to OOSS, and OOSS's successors and assigns, a worldwide, exclusive, royalty-free, sub-licenseable, perpetual and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Member Content in any media formats and through any media channels for any purpose whatsoever. Accordingly, You hereby waive any objection to, such use, distribution, reproduction, display or performance of Your Member Content, and any claim for compensation whatsoever in connection therewith. Such waiver shall include any claim for infringement of any so-called "Moral Right," "Droit Moral" or similar right or interest.
8. REPRESENTATIONS AND WARRANTIES. You represent, acknowledge and warrant that:
1. You, Your Products and/or Your Promotions, as applicable, do not and will not, directly or indirectly: (i) invade the right of privacy or publicity of any Person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any Person; or (iv) violate any Law.
2. You shall not: (i) frame, copy or mirror any content forming part of the OOSS Services; (ii) reverse engineer the OOSS Services or otherwise attempt to derive its source materials; (iii) access the OOSS Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the OOSS Services; (iv) interfere with or disrupt the OOSS Services or any data contained therein; (v) attempt to gain unauthorized access to the OOSS Services, its related systems or networks; or (vi) use the OOSS Services for any unlawful purpose or in violation of the rights of any Person.

8. Indemnification. To the fullest extent permitted by Law, You agree that You shall defend, indemnify and hold harmless OOSS, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (the " OOSS Parties"), from and against any and all damages, liabilities, claims or costs (including, without limitation, the costs of investigation and defense and reasonable attorneys' fees and litigation and court costs) ("Losses") incurred by any OOSS Party as a result of Your use of the OOSS Services, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
9. Limitation of Liability. IN NO EVENT SHALL ANY OOSS PARTY OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE OOSS SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE OOSS SERVICES, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE OOSS SERVICES, (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE OOSS SERVICES, WHETHER OR NOT OOSS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND/OR (F) YOUR USE OF THE OOSS MATERIALS, INCLUDING ANY TEMPLATE, SAMPLE, FORM OR DOCUMENT MADE AVAILABLE VIA THE OOSS SERVICES. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY OF OOSS FOR ALL COSTS, LOSSES OR DAMAGES FROM CLAIMS ARISING UNDER OR RELATED IN ANY WAY TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED one hundred dollars ($100).THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE OOSS SERVICES, AND ANY SERVICES OR INFORMATION OFFERED THROUGH THE OOSS SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF OOSS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.
10. GENERAL terms and conditions.
1. Governing Law; Dispute Resolution. You agree that Virginia law will govern this Agreement, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Virginia, and that any action, suit, proceeding, or claim arising out of or related to this Agreement must be brought exclusively in federal or state courts located in Fairfax Virginia. You hereby submit to the in personal jurisdiction and venue of such courts and waive any objection based on inconvenient forum. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.
2. Our Relationship. This Agreement does not create any relationship of principal and agent, partners, joint venturers, employer and employee, fiduciary or similar relationship between the parties.
3. Assignment. OOSS may freely assign or transfer any or all of the rights and obligations described under this Agreement without Your consent and without notice to You. You may not assign this Agreement or any of Your rights and duties hereunder without the prior written consent of OOSS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
4. Severability; No Waiver. If any provision of this Agreement, or any portion thereof, is found to be unenforceable or invalid for any reason, such provision shall be severable and shall not impair the enforceability of any other provision of this Agreement. The failure of a party to enforce at any time or for any period of time, any term or condition of this Agreement shall not be construed as a waiver of the same or the right thereafter to enforce such term or condition.
5. Survival. The provisions in this Agreement that, by their sense and context are intended to survive performance by either or both parties, shall also survive termination or cancellation of this Agreement.
6. Entire Agreement. This Agreement, together with the terms of OOSS's Privacy Policy, which are incorporated herein by this reference, constitutes the entire agreement between the parties relating to the subject of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the parties with respect to the subject matter hereof. No waiver of any provision of this agreement shall constitute a subsequent waiver with regard to this agreement or such provision or subsequent failure to comply with this agreement or such provision.

Disclaimer. YOU ASSUME ALL RISK AND RESPONSIBILITY FOR YOUR DECISION TO USE THE OOSS SERVICES. THE OOSS SERVICES AND ALL RELATED SERVICES ARE OFFERED "AS IS" AND OOSS DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.